Mutual Confidential Disclosure Agreement

By using developerWorks, you may be subject to and, if so, will comply with the terms of the Confidentiality Agreement relating to mutual disclosures set forth below.

This Confidentiality Agreement ("Agreement") provides protection for confidential information ("Information") exchanged among the participants of a community or other component on developerWorks ("Site"). By accessing and using the Site, each of us agrees that the following terms apply when one of us discloses Information (Discloser) to the other (Recipient) in a community or other component on the Site.

This Agreement pertains solely to disclosures by Discloser of Information in a community, or other component on the Site. Disclosures outside of the Site may be subject to additional or other confidentiality agreements, and this Agreement does not supersede or otherwise affect any such other confidentiality agreements.

For five(5) years after the date of disclosure, the Recipient will: i) use the same care and discretion to avoid disclosure of the Discloser's Information as the Recipient uses with its own similar information which it does not wish to disclose; and ii) use Discloser's Information only in connection with the activities contemplated on the Site.

The Recipient may disclose Information to: i) its employees and employees of its parent and majority owned affiliates who have a need to know; and ii) any other party with the Discloser's prior written consent. Before disclosure to any of the above parties, the Recipient must have an appropriate agreement with such party sufficient to require that party to treat Information in accordance with this Agreement. The Recipient may disclose and use the ideas, concepts, know-how and techniques related to Recipient's business activities which are contained in the Discloser's Information and retained in the memories of Recipient's employees who have had access to the Information pursuant to this Agreement. The Recipient may disclose Information to the extent required by law, but must give the Discloser reasonable prior notice to allow the Discloser a reasonable opportunity to obtain a protective order. No obligation under this Agreement will apply to Information that is: i) already in Recipient's possession or received by Recipient without a non-disclosure obligation; ii) developed independently by Recipient; or iii) publicly available when received, or thereafter becomes publicly available through no fault of the Recipient.

This Agreement does not require any participant to disclose Information. Recipient may not assign or otherwise transfer its rights or delegate its duties or obligations under this Agreement without the prior written consent of the Discloser. Only a written agreement signed by the participants of the associated community or component on the Site can modify this Agreement. Any participant may terminate this Agreement by providing one month's written notice to the other participants. Any provisions of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to our respective successors and authorized assigns. This Agreement is governed by the laws of the State of New York. All participants in a community or component on the Site hereby waive its rights to a jury trial. This Agreement and the Terms of Use for the Site are the complete and exclusive agreement regarding our disclosures of Information. on the Site. Neither this Agreement nor any disclosure of Information hereunder grants the Recipient any right or license under any trademark, copyright or patent now or hereafter owned or controlled by the other participants. ALL INFORMATION PROVIDED BY A DISCLOSER IS PROVIDED SOLELY ON AN "AS IS" BASIS.